Terms of Service

These Terms of Service ("Terms") are an agreement between Teneo Labs Inc., a Delaware corporation (Delaware State File Number 10011503) with its registered address at 16192 Coastal Highway, Lewes, Delaware 19958, USA ("Teneo", "we", "us"), and the business that registers for or uses the Services ("Customer", "you"). They govern the Teneo Live Web Data API, including the REST API, the MCP server, the SDKs, the dashboard and the Documentation (together, the "Services").

You accept these Terms when you first tick the acceptance box at sign-up, create an API Key or use the Services. If you accept for a company or other organization, you confirm that you may bind it. If you cannot, or you do not agree, do not use the Services.

The Services are for businesses only. You confirm that you use them for business purposes and not as a consumer.

SECTION 19 REQUIRES INDIVIDUAL ARBITRATION OF DISPUTES AND WAIVES CLASS ACTIONS AND JURY TRIALS.

1. Definitions

• "API Key" means a credential we issue to authenticate your requests.
• "Authorized User" means an employee, contractor or agent you allow to use the Services for you.
• "Credits" means prepaid units consumed when you use the Services, as set out in the Credit Schedule.
• "Credit Schedule" means the part of the Documentation that states how many Credits each type of request uses.
• "Documentation" means our API reference, guides, pricing pages, rate limits and policies published on the Site, as updated from time to time.
• "Inputs" means URLs, parameters and other material you submit to the Services.
• "Network Participant" means a person or business that has opted in to share part of its internet connection through the Teneo Network.
• "Order Form" means a separate order or agreement for a Custom plan, signed by you and Teneo, that refers to these Terms. A self-serve Enterprise plan is not an Order Form.
• "Output" means the content, metadata and other results the Services return to you.
• "Site" means the website at livewebdata.com.
• "Teneo Network" means the network of Network Participants through which we retrieve web pages.
• "Third-Party Content" means content that originates from websites or other sources not operated by Teneo, including content in Output.

2. Agreement structure

2.1 Self-serve and Order Forms. You may use the Services under our published plans or under an Order Form.

2.2 Order of precedence. If documents conflict, this order applies: (1) the Standard Contractual Clauses, where they apply, (2) the Order Form, (3) the Data Processing Addendum for matters of data protection, (4) these Terms, (5) the Documentation.

2.3 Incorporated documents. The Data Processing Addendum at livewebdata.com/dpa forms part of these Terms. So do the Credit Schedule, the prices on the pricing page and in the Documentation, and the rate limits and quotas in the Documentation. The rest of the Documentation describes the Services and is not part of these Terms. Our Privacy Notice explains how we handle personal data and is not a contract.

2.4 No other terms. Your own terms, for example in purchase orders or vendor portals, do not apply unless an officer of Teneo accepts them in a signed writing.

3. Accounts, verification and API Keys

3.1 Registration. You must give accurate and complete information at sign-up, including your legal company name, company type, country, website, an email address you use for your business (a company-domain address for the Business, Enterprise and Custom plans) and your intended use case, and keep it current.

3.2 Review. We review every account before granting access. We may approve, reject, limit or attach conditions to access, without giving reasons, based on your business, location, use case or risk indicators.

3.3 Verification. At any time we may ask you to verify your identity, legal existence, place of establishment and beneficial owners, and we may screen you against sanctions, anti-money-laundering and fraud sources. We may refuse, suspend or end access if you do not complete verification or if we reasonably conclude that your use creates unacceptable legal, regulatory, security or reputational risk.

3.4 Use case. You may use the Services only for the use case you described at sign-up. Tell us before you change it materially.

3.5 One account. Each business may hold one account unless we agree otherwise. Do not open more accounts to get trial Credits, avoid limits or get around a suspension or termination.

3.6 API Keys. Keep API Keys secret. Do not put them in client-side code, mobile apps, browser extensions, public repositories, shared configuration files or URLs. Do not share, sell or publish them. Rotate a key immediately if it may be compromised or when someone with access leaves.

3.7 Responsibility. You are responsible for all activity under your account and API Keys and for all resulting fees, whether or not you authorized them. Your Authorized Users' breaches are your breaches.

3.8 Security incidents. Tell us at [email protected] without undue delay, and within 24 hours, after you learn of unauthorized access to your account or API Keys.

4. The Services

4.1 What we do. On your instruction, we retrieve publicly accessible web pages identified in your Inputs, usually through the Teneo Network, and return Output in the formats described in the Documentation.

4.2 How we retrieve pages. Requests are read-only. We do not add login credentials, cookies or payment details, and we do not solve CAPTCHAs or other challenges.

4.3 Network Participants. We retrieve pages only over encrypted HTTPS connections. Network Participants' devices handle the host name and IP address of the website contacted, but cannot read the content of your requests or the pages. They never receive your identity, account details or API Keys. Network Participants are not parties to these Terms.

4.4 No guaranteed coverage. Websites can block, limit, change or remove content at any time. We do not guarantee that any URL, domain or content can be retrieved, is complete or current, or that any particular country, connection or IP address will be used.

4.5 Restricted categories. You must not request pages in the categories listed in Annex A unless we have agreed an exception in writing. We refuse requests that our internal lists place in these categories, and refused requests use no Credits. We may update the categories at any time for legal, regulatory, safety or reputational reasons. Repeated attempts may lead to automatic suspension of your API Keys.

4.6 Limits. Your use is subject to the rate limits and quotas in the Documentation or your Order Form. We may throttle, queue or refuse requests to protect the Services, the Teneo Network, websites or other customers.

4.7 Changes. We may change, add or remove features, endpoints, parameters and response fields. Where practicable, we give advance notice of changes that materially reduce a paid plan.

4.8 Preview features. Features marked beta, preview or coming soon are provided as they are, may change or end at any time, and are not covered by any service commitment.

4.9 No service levels. Unless an Order Form says otherwise, the Services come without uptime commitments, service credits or support obligations. Support on self-serve plans is a courtesy.

5. AI agents and MCP

5.1 Your agents act for you. Every request made with your API Keys is your request, whether it comes from your staff, your code, an AI agent, an MCP client or one of your end users. You are responsible for it and for the Credits it uses.

5.2 Your controls. You are responsible for how your agents are configured, which tools they may call and any spending or usage limits you set.

5.3 Untrusted content. Output is Third-Party Content and may contain text designed to manipulate AI systems, such as instructions hidden in a page. You are responsible for safeguards in your systems against such content.

5.4 Credentials. Send API Keys only in request headers as described in the Documentation. We may revoke keys that appear exposed.

6. License and restrictions

6.1 License. Subject to these Terms and payment of fees, we grant you a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to use the Services during the term for your internal business purposes and to build and run your own products for your end users.

6.2 Restrictions. You must not, and must not allow anyone to:

• reverse engineer the Services or try to derive their source code, routing logic or the composition of the Teneo Network, except where the law allows this despite this restriction;
• resell, sublicense, white-label or otherwise offer access to the Services as a standalone service, proxy or gateway without our written consent;
• use the Services or Output to build a retrieval service that substitutes for the Services;
• circumvent our rate limits, quotas, metering, billing, authentication or restricted-category controls;
• identify, locate, contact, profile, attack or interfere with any Network Participant or their device, or collect or map the IP addresses or connection details of the Teneo Network;
• test the security or load capacity of the Services without our written consent; or
• remove or misrepresent notices or provenance information that accompany the Services or Output.

6.3 Reserved rights. The Services are licensed, not sold. We and our licensors keep all rights not expressly granted.

7. Fees, Credits and payment

7.1 Plans. Self-serve plans are monthly subscriptions paid in advance. Each plan includes a monthly Credit allowance and a rate limit as shown on the pricing page.

7.2 Credits used. Only successful pages use Credits, at the rates in the Credit Schedule. The Credit Schedule defines which pages count as successful. Failed requests, timeouts, pages a website refuses and requests to restricted categories use none. Our metering records determine the Credits used, unless they contain an obvious error.

7.3 Order and expiry. Trial Credits are used first, then plan Credits, then top-up Credits. Plan Credits expire at the end of the billing period in which they are granted. Top-up Credits do not expire while your account is open. Trial and promotional Credits may expire as stated when they are granted.

7.4 Nature of Credits. Credits are a prepaid right to use the Services and nothing else. They have no cash value, cannot be exchanged for money, digital assets or tokens, cannot be transferred between accounts, and give no ownership, profit, governance or other rights in Teneo, the Teneo Network or any digital asset.

7.5 Card payments. You authorize us and our payment processor, Stripe, to charge your payment method for subscriptions, top-ups and other fees when due. If a payment fails, we may retry it and suspend access until it succeeds.

7.6 Renewal and cancellation. Subscriptions renew automatically each month at the then-current price until you cancel in the dashboard. Cancellation takes effect at the end of the current billing period, and your plan stays active until then.

7.7 No refunds. Fees are non-refundable, including for unused Credits, partial periods and periods of non-use, except (a) where applicable law requires a refund, (b) to correct a billing error, which we do by reversing the charge or crediting your account, (c) under Section 18.5, and (d) under Section 4.2 of the Data Processing Addendum.

7.8 USDC payments via x402. Where we offer it, you may pay for requests in USDC through the x402 protocol on the networks listed in the Documentation, at the per-page prices shown there. This option is available only to verified accounts, and only from wallets you have linked to your account in the dashboard. For these payments:

• you pay only for successful pages, at the per-page prices in the Documentation; if you are charged for a request that does not succeed, we refund or credit the amount unless sanctions laws require us to block it, and otherwise payments are final;
• a request paid from a wallet linked to your account is your request under Section 5.1;
• you are responsible for your wallet, its keys, using the correct network and asset, and any network fees;
• we do not hold funds for you, and the risks of stablecoins and blockchains, such as outages, delays or a loss of the peg, are yours;
• we may refuse or return payments from wallets that are on a sanctions list or not linked to your verified account; where sanctions laws require it, we block and report such payments instead of returning them; and
• a request paid through x402 is subject to these Terms like any other request.

7.9 Your consumption. You are responsible for monitoring your usage and setting any available limits. We are not responsible for Credits or payments used by your code, retries, misconfiguration, runaway processes, agents or compromised keys.

7.10 Taxes. Fees exclude taxes, which you pay, other than taxes on our net income. If you must withhold tax, you will gross up the payment so that we receive the full amount.

7.11 Price changes. We may change our prices. A change to your subscription price takes effect at your first renewal at least 30 days after we notify you. If you do not accept it, you may cancel before it takes effect. A change to the Credit Schedule that increases the Credits a request uses is a price change.

7.12 Billing disputes. Tell us in writing within 30 days of a charge if you dispute it in good faith. Otherwise the charge is accepted. Undisputed amounts remain payable.

7.13 Chargebacks. Contact us before you start a chargeback. We may contest chargebacks that are inconsistent with these Terms. An amount reversed through a chargeback that is not decided in your favor remains due, and we may suspend access until it is paid.

7.14 Late payment. Overdue amounts under an Order Form bear interest at the lower of 1.5% per month and the highest rate the law allows, and you will pay reasonable collection costs.

8. Acceptable use

These rules apply to you, your Authorized Users, your end users and your agents. You must pass them on to anyone you let use the Services through your products.

8.1 Your responsibility. Use the Services and Output only in compliance with applicable law, these Terms and the Documentation, and without violating anyone's rights. You alone are responsible for assessing whether your use is lawful in each relevant country, including under copyright, database, data protection, consumer protection, computer misuse and unfair competition law and under the terms of the websites you access. Obtain your own legal advice. Nothing we say is legal advice or an assurance that a use is lawful.

8.2 Public web only. Do not use the Services to access content that is not publicly accessible, including content behind a login, account, password, paywall, subscription, private API or private network. Do not send cookies, session tokens, credentials or authorization headers with your requests. Do not create, register or log in to accounts on third-party services, submit forms, or make purchases, bookings or other transactions through the Services.

8.3 No circumvention. Do not use the Services to defeat CAPTCHAs or other access challenges, to circumvent paywalls or access controls, or to reuse tokens issued by a website's protection system. Do not use the Services to get around a block or ban that a website has placed on you or your end users, or to evade Annex A through redirects, URL shorteners, mirrors or similar means.

8.4 People. Do not use the Services or Output:

• to surveil, track or profile identified or identifiable individuals, or to build dossiers about them;
• to make decisions about individuals' eligibility for credit, employment, housing, insurance or similar opportunities, or to create consumer reports or resellable profiles of individuals;
• to re-identify anonymized or pseudonymized data;
• to build or expand facial recognition databases from facial images taken from the web, or for any other practice the EU AI Act prohibits;
• to collect sensitive personal data about individuals, such as health, biometric, genetic, political, religious, sex life, sexual orientation or financial account data (sensitive data that appears incidentally in Output is not a breach if you handle it lawfully);
• to target minors or to collect data about them on purpose, or to access, generate, store or share child sexual abuse material or non-consensual intimate images; or
• to harvest contact details for unsolicited messages or to send spam.

8.5 Abuse. Do not use the Services or Output:

• for any unlawful, fraudulent, deceptive or harmful purpose, or to infringe intellectual property or other rights;
• to distribute malware, run credential stuffing, phishing, spoofing or botnets, or exploit vulnerabilities;
• to attack, overload or disrupt any website, the Services or the Teneo Network, including through denial-of-service attacks;
• for advertising, click, impression or affiliate fraud, to manipulate rankings, reviews, ratings or engagement, to create fake accounts or engagement, or to buy tickets or limited goods automatically;
• to impersonate anyone or misrepresent an affiliation;
• to create or spread disinformation or coordinated inauthentic behavior, or to interfere with elections;
• in high-risk settings such as medical diagnosis, critical infrastructure, transport, weapons or military uses, or for automated decisions with legal or similarly significant effects on people, without human review and our written consent; or
• in a way that leads, or that we reasonably expect to lead, to complaints, claims or investigations against Teneo, its suppliers or any Network Participant.

8.6 Websites. Comply with the terms of the websites you access to the extent they bind you. If you use Output for text and data mining or to train AI models, you are responsible for respecting machine-readable opt-outs and other reservations of rights that apply to you. If a website operator asks us at [email protected] to stop retrieving its website, we block it for all customers once we have verified the request. We may also honor robots.txt and other machine-readable opt-outs, and we may restrict access to any website at any time.

8.7 Monitoring. We log and analyze Inputs, request metadata, traffic patterns and account activity to operate and secure the Services, protect the Teneo Network, prevent abuse, enforce these Terms, respond to complaints and legal requests, and comply with law. We may investigate suspected violations, cooperate with law enforcement and affected parties, and disclose information as described in our Privacy Notice.

8.8 Reporting. Send reports of suspected abuse and requests from website operators to [email protected].

9. Output and Third-Party Content

9.1 No rights in Third-Party Content. Output consists largely of Third-Party Content. We do not own it, claim no rights in it and grant you no license to it. You are responsible for any license, permission or consent your use of Output requires.

9.2 No warranty on Output. Web pages can be wrong, out of date or offensive, and their content may belong to others or be unlawful in some countries. We do not author, check or endorse Third-Party Content. Evaluate Output, with human review where appropriate, before you rely on it.

10. Data protection

10.1 Our role. We process personal data about you and your Authorized Users as controller, as described in our Privacy Notice. When we retrieve pages on your instruction, we process personal data in Inputs and Output as your processor under the Data Processing Addendum. We act as controller for our request logs.

10.2 Your role. For personal data you obtain through the Services, you are the controller. You must have a valid legal basis for each purpose, give the notices and obtain the consents the law requires (including where data was not collected from the person), honor data-subject rights and otherwise comply with data protection law.

10.3 Inputs. Do not include special categories of personal data in your Inputs, or any personal data that is not needed to identify the page you want.

10.4 No training. We do not use your Inputs or your Output to train, fine-tune or evaluate artificial intelligence models, and we do not give them to our affiliates, suppliers or anyone else for that purpose. We may use request metadata, such as domains, status codes, timing and error rates, to run, secure and improve the Services, including abuse detection. This Section does not limit your own use of Output.

11. Confidentiality

11.1 Definition. Each party may receive non-public information from the other that is marked confidential or that a reasonable person would treat as confidential ("Confidential Information"). Ours includes non-public information about the Services, the Teneo Network, pricing, roadmaps and security.

11.2 Duties. The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and share it only with personnel and advisers who need it and are bound by similar duties.

11.3 Exceptions. These duties do not cover information that is or becomes public without breach, was lawfully known before, is lawfully received from a third party without restriction, or is developed independently. Disclosure required by law is allowed after prompt notice where legally permitted. These duties do not limit the logging, retention and disclosures described in Section 8.7 and our Privacy Notice.

11.4 Duration. These duties last five years after disclosure, and for trade secrets as long as they remain trade secrets.

12. Intellectual property and feedback

12.1 Ours. We and our licensors own the Services, the Site, the Documentation, our software, all improvements to them, and aggregated or de-identified data about use of the Services that does not identify you.

12.2 Yours. You keep your rights in your Inputs. You grant us a worldwide, royalty-free license to use Inputs only as needed to provide, secure and support the Services, for the duration of these Terms and any retention period stated in our Privacy Notice.

12.3 Feedback. We may use feedback and suggestions you give us without restriction or payment.

12.4 Publicity. We will not name you as a customer or use your logo without your prior written consent. You may not use Teneo's names or marks without our prior written consent.

13. Your representations

You represent, on an ongoing basis, that: (a) the information you give us at sign-up, in verification and for billing is true, accurate and complete; (b) you act for business purposes; (c) your use of the Services and Output complies with these Terms and applicable law; (d) you have all rights, consents and legal bases needed for your Inputs and your use of Output; (e) you are not a Restricted Person under Section 17 and do not act for one; and (f) you decided yourself that your use case is lawful, without relying on Teneo.

14. Disclaimers

14.1 THE SERVICES, THE SITE, THE DOCUMENTATION, ALL OUTPUT AND ALL THIRD-PARTY CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT THE LAW ALLOWS, TENEO, THE NETWORK PARTICIPANTS AND OUR LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT.

14.2 IN PARTICULAR, WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT ANY PAGE CAN BE RETRIEVED, THAT OUTPUT IS ACCURATE, COMPLETE OR CURRENT, OR THAT YOUR USE OF OUTPUT IS LAWFUL OR FREE OF THIRD-PARTY RIGHTS.

14.3 NOTHING PROVIDED THROUGH THE SERVICES IS LEGAL, COMPLIANCE, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVICE.

15. Indemnification

15.1 Your indemnity. "Teneo Parties" means Teneo, its affiliates, the Network Participants and their respective officers, directors, employees, agents, licensors and suppliers. You will defend, indemnify and hold harmless the Teneo Parties against all third-party claims, investigations and proceedings, and all resulting losses, damages, settlements, judgments, costs and reasonable legal fees, arising from: (a) your actual or alleged breach of these Terms; (b) your, your Authorized Users', your end users' or your agents' use of Output, or use of the Services in breach of these Terms or the law; (c) your Inputs, products or services; (d) your violation of third-party rights, including intellectual property, privacy, data protection and website terms; or (e) your violation of law. This includes fines and penalties imposed by authorities, to the extent the law allows. This Section does not apply to the extent a claim results from Teneo's breach of these Terms, gross negligence or willful misconduct.

15.2 Procedure. We will notify you of a claim for which we seek indemnification. We may control the defense with counsel of our choice, at your reasonable expense, and you will cooperate. You may not settle a claim in a way that imposes obligations on, or admits fault by, any Teneo Party without our written consent.

16. Limitation of liability

16.1 TO THE FULLEST EXTENT THE LAW ALLOWS, NO TENEO PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, OR THE COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

16.2 TO THE FULLEST EXTENT THE LAW ALLOWS, THE TOTAL LIABILITY OF THE TENEO PARTIES ARISING FROM OR RELATING TO THESE TERMS, THE SERVICES AND OUTPUT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO TENEO UNDER THESE TERMS, INCLUDING X402 PAYMENTS, IN THE 12 MONTHS BEFORE THE EVENT, AND (B) US$100.

16.3 These limits are an essential part of the bargain, are reflected in our prices, and apply even if a limited remedy fails of its essential purpose. Where the law does not allow a limit, it applies to the extent the law allows.

16.4 Any claim against a Teneo Party must be brought within one year after it arises, or it is barred.

16.5 Nothing in these Terms limits liability for fraud, willful misconduct, gross negligence toward a customer established in the European Economic Area, or any liability that the law does not allow to be limited.

17. Sanctions and export controls

17.1 Restricted Persons. "Restricted Person" means a person or entity that is (a) listed on, or owned 50% or more or controlled by persons listed on, a sanctions or restricted-party list of the United States (including OFAC's SDN List and the Commerce Department's Entity List and Denied Persons List), the European Union, the United Kingdom, Switzerland or the United Nations; (b) located, organized or ordinarily resident in Cuba, Iran, North Korea, Syria, Russia or Belarus, in Crimea or Sevastopol, in the areas of the Donetsk, Luhansk, Kherson and Zaporizhzhia regions of Ukraine not controlled by the Government of Ukraine, or in another country or region we list in the Documentation; or (c) otherwise prohibited by law from receiving the Services.

17.2 Compliance. You must comply with all applicable export control and sanctions laws. You must not use the Services or make Output available (a) to or for a Restricted Person, (b) from or into the countries and regions in Section 17.1(b), or (c) for a prohibited end use, such as weapons of mass destruction or prohibited military uses. Tell us immediately if you become a Restricted Person.

18. Term, suspension and termination

18.1 Term. These Terms apply from your first acceptance until terminated.

18.2 Suspension. We may immediately suspend, throttle or restrict your access, any API Key or access to specific websites, without liability, if: (a) your use poses a security, legal, operational or reputational risk to Teneo, the Teneo Network, Network Participants or third parties; (b) we reasonably suspect a breach of these Terms or use outside the use case you described; (c) a payment is overdue or has failed; (d) the law, a court, an authority, or a credible complaint or demand requires or justifies it; (e) your account appears compromised or fraudulent; or (f) you become insolvent. Where practicable, we notify you and give you a chance to fix the issue. Suspension does not end your payment obligations or entitle you to refunds.

18.3 Termination by you. You may terminate at any time by canceling your plan and closing your account. Termination takes effect at the end of the current billing period, without refund.

18.4 Termination by us. We may terminate these Terms and your account (a) for convenience on 30 days' notice; (b) on notice if you materially breach these Terms and do not cure the breach within 10 days, where cure is possible; or (c) immediately for a serious breach, including a breach of Section 8, or where continuing would expose us, our suppliers or Network Participants to legal, regulatory or reputational risk. We terminate, in appropriate circumstances, the accounts of customers who repeatedly infringe the rights of others.

18.5 Refund on termination for convenience. If we terminate for convenience, or under Section 18.4(c) for a risk you did not cause by a breach, we refund prepaid subscription fees for the unused part of the current period and the purchase price of unused top-up Credits.

18.6 Effect. On termination, your license ends, API Keys are revoked, unused Credits are forfeited except under Section 18.5, accrued fees become due, and each party deletes the other's Confidential Information within 30 days, subject to legal retention duties and the retention periods in our Privacy Notice. Sections that by their nature should survive termination survive it, including Sections 6.2, 7, 8, 9, 10, 11, 12, 14, 15, 16, 17, 19, 20 and 21.

19. Disputes, arbitration and class action waiver

19.1 Informal resolution. Before starting arbitration, a party must send written notice describing the dispute and the relief sought, to [email protected] for Teneo and to your account email for you. The parties will then negotiate in good faith for 30 days. Limitation periods are paused during that time.

19.2 Arbitration. Any dispute arising from or relating to these Terms, the Services or our relationship that is not resolved informally will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, in English, seated in Wilmington, Delaware. Hearings may take place by video. The Federal Arbitration Act governs this Section 19. Judgment on the award may be entered in any competent court. Disputes under the Standard Contractual Clauses are decided as those Clauses provide. The arbitrator decides disputes about the scope and enforceability of this Section 19, except that only a court decides disputes about Section 19.3.

19.3 Class action waiver. Claims may be brought only individually, not as a plaintiff or class member in any class, collective, consolidated or representative proceeding. The arbitrator may not consolidate the claims of more than one party. Each party waives any right to a jury trial. If the class action waiver in this Section 19.3 is found unenforceable for a claim, that claim must be decided by the courts in Section 20.2, not in arbitration, after any individual arbitration ends, and the rest of this Section stays in effect.

19.4 Exceptions. Either party may seek injunctive or other equitable relief in the courts named in Section 20.2 for actual or threatened infringement of intellectual property, breach of Sections 6, 8 or 11, or unauthorized access to the Services.

20. Governing law and venue

20.1 Law. These Terms and any dispute are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

20.2 Venue. For matters not subject to arbitration, the parties submit to the exclusive jurisdiction of the state and federal courts in New Castle County, Delaware.

21. General

21.1 Changes to these Terms. We may update these Terms. We will post the new version with a new date and, for material changes, notify you by email or in the dashboard at least 30 days before they take effect, unless legal or security reasons require a shorter period. If you keep using the Services after that date, you accept the new Terms. If you do not agree, stop using the Services and cancel. Changes to Section 19 do not apply to disputes that arose, or were notified under Section 19.1, before the change takes effect.

21.2 Notices. We may send notices to your account email or in the dashboard. Legal notices to us go to [email protected].

21.3 Assignment. You may not assign these Terms without our written consent. We may assign them in a merger, acquisition, reorganization or sale of assets, or to an affiliate.

21.4 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, other than payment obligations, including outages of networks and third-party services, changes made by websites, natural disasters, war, government action and labor disputes.

21.5 Relationship. The parties are independent contractors. These Terms create no partnership, joint venture, agency or employment.

21.6 Third-party beneficiaries. The Teneo Parties may rely on Sections 6.2, 14, 15 and 16. Otherwise there are no third-party beneficiaries.

21.7 Severability and waiver. An unenforceable provision is limited to the minimum extent needed, and the rest stays in effect. Not enforcing a provision is not a waiver.

21.8 Entire agreement. These Terms, the Data Processing Addendum and any Order Form are the entire agreement on their subject and replace all prior agreements on it. You did not rely on any statement outside these documents, including in sales materials, demos or on the Site, when you accepted them.

21.9 Electronic communications. You agree to receive communications electronically, and electronic agreements and notices satisfy any writing requirement.

21.10 Language. These Terms are written in English. Translations are for convenience only.

Annex A: Restricted categories

We refuse requests that our internal lists place in these categories. We do not publish the lists, and they may be incomplete. You must not request pages in these categories, even if a request is not refused. We may update the categories and lists at any time and may also block other individual websites. Requests to restricted categories return a RESTRICTED_TARGET status and use no Credits.

1. Government, military and international organization websites, including .gov and .mil domains and official government portals.
2. Election and voting websites.
3. Gambling and betting.
4. Illegal content, such as pirated material, child sexual abuse material and terrorist or violent extremist content, and sexually explicit content.
5. Google Search result pages and Google redirect URLs.
6. Cryptocurrency mining pools.
7. Banks and payment services.
8. Login, account, webmail, dashboard, checkout and purchase pages.
9. Websites under the country domains of Cuba, Iran, North Korea and Syria, and other websites we block to comply with sanctions.

We may agree exceptions to categories 1, 2, 3, 6 and 7 in writing, tied to a verified use case. Categories 4, 5, 8 and 9 have no exceptions.

To protect Network Participants, the Services connect only to public websites over HTTPS, never to private or local network addresses, and block known services that reveal a connection's IP address.

Teneo Labs Inc. · 16192 Coastal Highway, Lewes, Delaware 19958, USA · [email protected]